Exhibit 10.03 

WILLIAMS CONTROLS, INC.
RESTATED
1993 STOCK OPTION PLAN

     This
Williams Controls, Inc. Restated 1993 Stock Option Plan (this "Plan") is
intended to encourage stock ownership by employees, officers and directors
(whether or not they are employees) of and consultants to Williams Controls,
Inc. (the "Corporation"), its divisions, Subsidiary corporations and Parent
corporations, so that they may acquire or increase their proprietary interest in
the Corporation, which will enable the Corporation to (i) induce qualified
persons to become employees, officers or directors of, or consultants to, the
Corporation; (ii) reward employees, directors, and consultants for past services
to the Corporation; and (iii) encourage such persons to remain in the employ of,
or associated with, the Corporation and to put forth maximum efforts for the
success of the business of the Corporation. This Plan was originally adopted
September 20, 1993, subsequently amended to increase the number of shares
available under this Plan, and is now being restated, in its entirety, to
incorporate various changes. 

     It is
intended that options granted by the Committee pursuant to Section 5(a) of this
Plan shall constitute "incentive stock options" ("Incentive Stock options")
within the meaning of Section 422 of the Code, and options granted by the
Committee pursuant to Section 6(b) of this Plan shall constitute "non-qualified
stock options" ("Non-qualified Stock Options"). 

     1.
Definitions. As used in this Plan, the following words and phrases shall have the
meanings indicated:

     (a) "Board" means the Board of
Directors of the Corporation.

     (b) "Code" means Internal Revenue Code of 1986, as amended
from to time.

     (c) "Committee" means the Compensation Committee appointed by
the Board, if one has been appointed. If no Committee has been appointed, the
term "Committee" shall mean the Board.

     (d) "Common Stock" means the Corporation's $.01 par value
common stock.

     (e) "Disability" means a Recipient's inability to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or that
has lasted or can be expected to last for a continuous period of not less than
12 months, or such other meaning ascribed in Section 22(e)(3) or any successor
provision of the Code. If the Recipient has a disability insurance policy, the
term "Disability" shall be as defined therein; provided that said definition is
not inconsistent with the meaning ascribed in Section 22(e)(3) or any successor
provision of the Code.

1




     (f) "Exchange Act" means Securities Exchange Act of 1934, as
amended from time to time.

     (g) "Fair Market Value" per share as of a particular date
means the last sale price of the Corporation's Common Stock as reported on a
national securities exchange or on the NASDAQ National Market System or, if the
quotation for the last sale reported is not available for the Corporation's
Common Stock, the average of the closing bid and asked prices of the
Corporation's Common Stock as reported by NASDAQ or on the electronic bulletin
board or, if none, the National Quotation Bureau, Inc.'s "Pink Sheets" or, if
such quotations are unavailable, the value determined by the Committee in
accordance with its discretion in making a bona fide, good faith determination
of fair market value. Fair Market Value shall be determined without regard to
any restriction other than a restriction which, by its terms, never will
lapse.

     (h) "Option" means either an Incentive Stock Option or a
Non-qualified Stock Option, or either or both of them.

     (i) "Option Price" means the purchase price of the shares of
Common Stock covered by an Option determined in accordance with Section 6(c)
hereunder.

     (j) "Parent" means any corporation which is a "parent
corporation" as defined in Section 424(e) of the Code, with respect to the
Corporation.

     (k) "Plan" means this Restated 1993
Stock Option Plan.

     (1) "Recipient" means any person
granted an Option hereunder.

     (m) "Securities Act" means the Securities Act of 1933, as
amended from time to time.

     (n) "Subsidiary" means any corporation which is a "subsidiary
corporation" as defined in Section 424(f) of the Code, with respect to the
Corporation. 

     2. Administration.

     (a) The Plan shall be administered by the Committee. The
Committee shall have the authority in its discretion, subject to and not
inconsistent with the express provisions of this Plan, to administer this Plan
and to exercise all the powers and authorities either specifically conferred
under this Plan or necessary or advisable in the administration of this Plan,
including the authority to grant Options; to determine which Options shall be
Incentive Stock Options and which shall be Non-qualified Stock Options; to
determine the vesting schedules and other restrictions, if any, relating to
Options; to determine the Option Price; to determine the persons to whom, and
the time or times at which, Options shall be granted; to determine the number of
shares to be covered by each Option; to determine Fair Market Value per share;
to interpret this Plan; to prescribe, amend and rescind rules and regulations
relating to this Plan; to determine the terms and provisions of the Option
agreements (which need not be identical) entered into in connection with Options
granted under this Plan; and to make all other determinations deemed necessary
or advisable for the administration of this Plan. The Committee may delegate to
one or more of its members or to one or more agents such administrative duties
as it may deem advisable, and the Committee or any person to whom it has
delegated duties as aforesaid may employ one or more persons to render advice
with respect to any responsibility the Committee or such person may have under
this Plan.

2




     (b) Options granted under this Plan shall be evidenced by duly
adopted resolutions of the Committee included in the minutes of the meeting at
which they are adopted or in a unanimous written consent.

     (c) With respect to persons subject to Section 16 of the
Exchange Act, transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or any successor regulation under the
Exchange Act. To the extent any provision of this Plan or action by the
Committee fails to so comply, it shall be deemed null and void, to the extent
permitted by law and deemed advisable by the Committee. Any Option granted
hereunder which would subject or subjects the Recipient to liability under
Section 16(b) of the Exchange Act is void ab initio as if it had never been
granted.

     (d) No member of the Committee or the Board shall be liable
for any action taken or determination made in good faith with respect to this
Plan or any Option granted hereunder. 

     3. Eligibility. 

     (a) Subject to certain limitations hereinafter set forth,
Options may be granted to employees, officers and directors (whether or not they
are employees) of, and consultants to, the Corporation. In determining the
persons to whom Options shall be granted and the number of shares to be covered
by each Option, the Committee shall take into account the duties of the
respective persons, their present and potential contributions to the success of
the Corporation and such other factors as the Committee shall deem relevant to
accomplish the purposes of this Plan.

     (b) A Recipient shall be eligible to receive more than one
grant of an Option during the term of this Plan, on the terms and subject to the
restrictions herein set forth.

4.
Stock Reserved.

     (a) The stock subject to Options hereunder shall be shares of
Common Stock. Such shares, in whole or in part, may be authorized but unissued
shares or shares that shall have been or that may be reacquired by the
Corporation. The aggregate number of shares of Common Stock as to which Options
may be granted from time to time under this Plan (the "Available Shares") shall
not exceed 870,000 shares. This number was originally set at 250,000 and
subsequently increased to 500,000 (shareholder approval on March 27, 1998), and
then increased again to 750,000 (shareholder approval on February 26, 1999). The
number was then again increased to 870,000 shares (shareholder approval on
February 27, 2008). Notwithstanding the foregoing, no more than 870,000 shares
of Common Stock shall be available for the grant of Incentive Stock Options
under the Plan. All applicable share counts have been restated for the 1 for 6
stock split approved by shareholders on March 2, 2006. The number of Available
Shares shall be subject to adjustment as provided in Section 6(i)
hereof.

3




     (b) If any outstanding Option under this Plan for any reason
expires or is terminated without having been exercised in full, the shares of
Common Stock allocable to the unexercised portion of such Option shall become
available for subsequent grants of Options under this Plan, unless this Plan
shall have been terminated.

     5. Stock Options 

          (a)
Incentive Stock Options. 

     (1) Options granted pursuant to this Section 6(a) are intended
to constitute Incentive Stock Options and shall be subject to the following
special terms and conditions, in addition to the general terms and conditions
specified in Section 6 hereof. Only employees of the Corporation (as the term
"employees" is defined for the purposes of the Code) shall be entitled to
receive Incentive Stock Options.

     (2) The aggregate Fair Market Value (determined as of the date
the Incentive Stock Option is granted) of the shares of Common Stock with
respect to which Incentive Stock Options granted under this and any other plan
of the Corporation, or any Parent corporation or Subsidiary corporation, are
exercisable for the first time by an Recipient during any calendar year may not
exceed the amount set forth in Section 422(d) of the Code, as amended from time
to time. On the date this Plan was adopted, the maximum dollar amount as to
which Incentive Stock options could first become exercisable in any calendar
year was $100,000.

     (3) Incentive Stock Options granted under this Plan are
intended to satisfy all requirements for incentive stock options under Section
422 of the Code and final Treasury Regulations thereunder and, notwithstanding
any other provision of this Plan, this Plan and all Incentive Stock Options
granted under it shall be so construed, and all contrary provisions shall be so
limited in scope and effect and, to the extent they cannot be so limited they
shall be void, except as otherwise provided in Section 12 hereof.

4




     (b) Non-qualified Stock
Options. Options granted pursuant to this
Section 5(b) are intended to constitute Non-qualified Stock Options and shall be
subject only to the general terms and conditions specified in Section 6 hereof.


     6. Terms and Conditions of Options. Each
Option granted pursuant to this Plan shall be
evidenced by a written Option agreement between the Corporation and the
Recipient, which agreement shall be in substantially the form of Exhibit A
hereto as modified from time to time by the Committee in its discretion, and
which shall comply with and be subject to the following terms and
conditions

     (a) Number of
Shares. Each Option agreement shall state the
number of shares of Common Stock covered by the Option.

     (b) Type of
Option. Each Option agreement shall
specifically identify the portion, if any, of the option which constitutes an
Incentive Stock Option and the portion, if any, which constitutes a
Non-qualified Stock Option.

     (c) Option
Price. Each Option agreement shall state the
Option Price, which shall be determined by the Committee subject only to the
following restrictions: 

     (1) The Option Price of any Incentive Stock Option shall be
not less than 100% of the Fair Market Value per share on the date of grant of
the Option; provided, however, that any Incentive Stock Option granted under
this Plan to a person owning more than ten percent of the total combined voting
power of the Common Stock shall have an Option Price of not less than 110% of
the Fair Market Value per share on the date of grant of the Incentive Stock
Option.

     (2) Any Non-qualified Stock Option granted under the Plan
shall be at a price no less than 80% of the Fair Market Value per share on the
date of grant thereof.

     (3) The Option Price shall be subject to adjustment as
provided in Section 6(i) hereof.

     (d) Term of
Option. Each Option agreement shall state the
period during and times at which the option shall be exercisable; provided,
however: 

     (1) The date on which the Committee
adopts a resolution expressly granting an Option shall be considered the day on
which such Option is granted, unless a future date is specified in the
resolution; provided, however, the Recipient shall have no rights under the
grant until the Recipient has executed an Option agreement with respect to such
Option.

5




     (2) Except as further restricted in paragraph 6(d)(3), the
exercise period shall not exceed ten years from the date of grant of the
Option.

     (3) Incentive Stock Options granted to a person owning more
than ten percent of the total combined voting power of the Common Stock of the
Corporation shall be for no more than five years.

     (4) The Committee shall have the authority to accelerate or
extend the exercisability of any outstanding Option at such time and under such
circumstances as it, in its sole discretion, deems appropriate. No exercise
period may be extended to increase the term of the Option beyond ten years from
the date of the grant.

     (5) The exercise period shall be subject to earlier
termination as provided in Sections 6(f) and 6(g) hereof and, furthermore, shall
be terminated upon surrender of the option by the holder thereof if such
surrender has been authorized in advance by the Committee.

     (e) Method of Exercise and Medium and Time of Payment. 

     (1) An Option may be exercised as to any or all whole shares
of Common Stock as to which it then is exercisable.

     (2) Each exercise of an Option granted hereunder, whether in
whole or in part, shall be by written notice to the secretary of the Corporation
designating the number of shares as to which the Option is being exercised, and
shall be accompanied by payment in full of the Option Price for the number of
shares so designated, together with any written statements required by any
applicable securities laws.

     (3) The Option Price shall be paid in cash, or as authorized
by the Committee, in shares of Common Stock having a Fair Market Value equal to
such Option Price or in property or in a combination of cash, shares and
property and, subject to approval of the Committee, may be effected in whole or
in part (A) with monies received from the Corporation at the time of exercise as
a compensatory cash payment, or (B) with monies borrowed from the Corporation
pursuant to repayment terms and conditions as shall be determined from time to
time by the Committee, in its discretion, separately with respect to each
exercise of an Option and each Recipient; provided, however, that each such
method and time for payment and each such borrowing and the terms and conditions
of repayment shall be permitted by and be in compliance with applicable
law.

6




     (4) The Committee shall have the sole and absolute discretion
to determine whether or not property other than cash or Common Stock may be used
to purchase the shares of Common Stock hereunder and, if so, to determine the
value of the property received.

     (5) Applicable withholding taxes shall be paid in the manner
specified by Section 7 hereof.

     (f) Termination. Except as provided
herein, an Option may not be exercised unless the Recipient then is an employee,
officer or director of, or consultant to, the Corporation or a Subsidiary of or
Parent to the Corporation, and unless the Recipient has remained continuously as
an employee, officer or director of, or consultant to, the Corporation since the
date of grant of the Option.

     (1) If the Recipient ceases to be an employee, officer or
director of, or consultant to, the Corporation or a Subsidiary or Parent to the
Corporation (other than by reason of death, Disability or retirement), other
than for Cause (as defined below), all Options theretofore granted to such
Recipient but not theretofore exercised shall terminate three months after the
date the Recipient ceased to be an employee, officer or director of, or
consultant to, the Corporation. In the event of a termination of employment or
cessation of working relationship for Cause, all unexercised Options shall
immediately terminate and expire. For purposes of this Plan, a termination or
cessation for “Cause” means a termination of the Recipient’s employment or other
working relationship as a result of (A) willful refusal to perform his or her
obligations to the Company, (B) willful misconduct contrary to the interests of
the Company, (C) Commission of a serious criminal act, whether denominated a
felony, misdemeanor or otherwise, or (D) engaging in activities directly in
competition or antithetical to the best interests of the Company. To the extent
a Recipient is a party to an employment agreement or offer letter of employment
with the Company that defines “cause” or a similar term, then the meaning set
forth in that agreement shall also be considered “Cause” for purposes of this
Plan.

     (2) Nothing in this Plan or in any Option granted hereunder
shall confer upon an individual any right to continue in the employ of, or other
relationship with, the Corporation or interfere in any way with the right of the
Corporation to terminate such employment or other relationship between the
individual and the Corporation.

7




     (g) Death, Disability or
Retirement of Recipient. If a Recipient shall
die while an employee, officer or director of, or a consultant to, the
Corporation, or if the Recipient's employment, officer or director status, or
consulting relationship, shall terminate by reason of Disability or retirement,
all Options theretofore granted to such Recipient, whether or not otherwise
exercisable, unless earlier terminated in accordance with their terms, may be
exercised by the Recipient or by the Recipient's estate or by a person who
acquired the right to exercise such options by bequest or inheritance or
otherwise by reason of the death or Disability of the Recipient, at any time
within one year after the date of death, Disability or retirement of the
Recipient; provided, however, that in the case of Incentive Stock Options such
one-year period shall be limited to three months in the case of
retirement.

     (h) Transferability Restriction.

     (1) Options granted under this Plan shall not be transferable
other than by will or by the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act of 1974, or the rules thereunder.
Options may be exercised, during the lifetime of the Recipient, only by the
Recipient and thereafter only by his or her legal representative.

     (2) Any attempted sale, pledge, assignment, hypothecation or
other transfer of an Option contrary to the provisions hereof and the levy of
any execution, attachment or similar process upon an Option shall be null and
void and without force or effect and shall result in a termination of the
Option.

     (3) (A) As a condition to the transfer of any shares of Common
Stock issued upon exercise of an Option granted under this Plan, the Corporation
may require an opinion of counsel, satisfactory to the Corporation, to the
effect that such transfer will not be in violation of the Securities Act or any
other applicable securities laws or that such transfer has been registered under
federal and all applicable state securities laws. (B) Further, the Corporation
shall be authorized to refrain from delivering or transferring shares of Common
Stock issued under this Plan until the Committee determines that such delivery
or transfer will not violate applicable securities laws and the Recipient has
tendered to the Corporation any federal, state or local tax owed by the
Recipient as a result of exercising the Option or disposing of any Common Stock
when the Corporation has a legal liability to satisfy such tax.

8




(C) The
Corporation shall not be liable for damages due to delay in the delivery or
issuance of any stock certificate for any reason whatsoever, including, but not
limited to, a delay caused by listing requirements of any securities exchange or
the National Association of Securities Dealers, or any registration requirements
under the Securities Act, the Exchange Act, or under any other state or federal
law, rule or regulation. (D) The Corporation is under no obligation to take any
action or incur any expense in order to register or qualify the delivery or
transfer of shares of Common Stock under applicable securities laws or to
perfect any exemption from such registration or qualification. (E) Furthermore,
the Corporation will not be liable to any Recipient for failure to deliver or
transfer shares of Common Stock if such failure is based upon the provisions of
this paragraph. 

     (i) Effect of Certain Changes. 

     (1) If there is any change in the number of shares of Common
Stock through the declaration of stock dividends, or through a recapitalization
resulting in stock splits, or combinations or exchanges of such shares, the
number of shares of Common Stock available for Options and the number of such
shares covered by outstanding options, and the exercise price per share of the
outstanding options, shall be proportionately adjusted by the Committee to
reflect any increase or decrease in the number of issued shares of Common Stock;
provided, however, that any fractional shares resulting from such adjustment
shall be eliminated. A stock dividend on the Company’s Series B Preferred Stock,
which stock is convertible into Common Stock, shall not be deemed an event that
triggers an adjustment under this paragraph 6(i)(1).

     (2) In the event of the proposed dissolution or liquidation of
the Corporation, or any corporate separation or division, including, but not
limited to, split-up, split-off or spin-off, or a merger or consolidation of the
Corporation with another corporation, the Committee may provide that the holder
of each Option then exercisable shall have the right to exercise such Option (at
its then current Option Price) solely for the kind and amount of shares of stock
and other securities, property, cash or any combination thereof receivable upon
such dissolution, liquidation, corporate separation or division, or merger or
consolidation by a holder of the number of shares of Common Stock for which such
Option might have been exercised immediately prior to such dissolution,
liquidation, or corporate separation or division, or merger or consolidation; or
in the alternative the Committee may provide that each option granted under this
Plan shall terminate as of a date fixed by the Committee; provided, however,
that not less than 30 days' written notice of the date so fixed shall be given
to each Recipient, who shall have the right, during the period of 30 days
preceding such termination, to exercise the Option as to all or any part of the
shares of Common Stock covered thereby, including shares as to which such option
would not otherwise be exercisable.

9




     (3) Paragraph (2) of this Section 6(i) shall not apply to a
merger or consolidation in which the Corporation is the surviving corporation
and shares of Common Stock are not converted into or exchanged for stock,
securities of any other corporation, cash or any other thing of value.
Notwithstanding the preceding sentence, in case of any consolidation or merger
of another corporation into the Corporation in which the Corporation is the
surviving corporation and in which there is a reclassification or change
(including a change which results in the right to receive cash or other
property) of the shares of Common Stock (other than a change in par value, or
from par value to no par value, or as a result of a subdivision or combination,
but including any change in such shares into two or more classes or series of
shares), the Committee may provide that the holder of each Option then
exercisable shall have the right to exercise such option solely for the kind and
amount of shares of stock and other securities (including those of any new
direct or indirect Parent of the Corporation), property, cash or any combination
thereof receivable upon such reclassification, change, consolidation or merger
by the holder of the number of shares of Common Stock for which such option
might have been exercised.

     (4) Notwithstanding paragraph (2) of this Section 6(i), in the
event of any merger or consolidation in which the Corporation is not the
surviving corporation, or any sale or transfer by the Corporation of all or
substantially all its assets, or any tender offer or exchange offer for, or the
acquisition, directly or indirectly, by any person or group for more than 50% of
the then outstanding voting securities of the Corporation (each such transaction
referred to as a “Sales Event”), all Options granted under the Plan shall become
exercisable in full, notwithstanding any other provision of this Plan or of any
outstanding Options granted thereunder, including provisions providing for
staggered vesting of options, on and after (i) the fifteenth day prior to the
effective date of such merger, consolidation, sale, transfer or acquisition or
(ii) the date of commencement of such tender offer or exchange offer, as the
case may be. To the extent that Section 422(d) of the Code would not permit the
provisions of the foregoing sentence to apply to any outstanding Incentive Stock
Options, such Incentive Stock Options shall immediately upon the occurrence of
the event described in the foregoing sentence, be treated for all purposes of
this Plan as Non-qualified Stock Options and shall be immediately exercisable as
such as provided in the foregoing sentence. Notwithstanding the foregoing, in no
event shall any Option be exercisable after the date of termination of the
exercise period of such Option specified in Section 6(d).

10




     (5) If there is a change in the Common Stock of the
Corporation as presently constituted, which is limited to a change of all of its
authorized shares with par value into the same number of shares with a different
par value or without par value, the shares resulting from any such change shall
be deemed to be the Common Stock within the meaning of this Plan.

     (6) To the extent that the foregoing adjustments relate to
stock or securities of the Corporation, such adjustments shall be made by the
Committee, whose determination in that respect shall be final, binding and
conclusive, provided that each Incentive Stock Option granted pursuant to this
Plan shall not be adjusted in a manner that causes such option to fail to
continue to qualify as an Incentive Stock Option within the meaning of Section
422 of the Code, except as otherwise provided in Section 6(i)(4)
hereof.

     (7) Except as expressly provided in this Section 6(i), the
Recipient shall have no rights by reason of any subdivision or consolidation of
shares of stock of any class or the payment of any stock dividend or any other
increase or decrease in the number of shares of stock of any class or by reason
of any dissolution, liquidation, merger, or consolidation or split-up, split-off
or spin-off of assets or stock of another corporation; and any issue by the
Corporation of shares of stock of any class, or securities convertible into
shares of stock of any class, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Common
Stock subject to the Option. The grant of an Option under this Plan shall not
affect in any way the right or power of the Corporation to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structures or to merge or to consolidate or to dissolve, liquidate or sell, or
transfer all or part of its business or assets. 

     (j) Rights as Shareholder/Non-Distributive Intent.

     (1) Neither a person to whom an Option is granted, nor such
person's legal representative, heir, legatee or distributee, shall be deemed to
be the holder of, or to have any rights of a holder with respect to, any shares
of Common Stock subject to such Option until after the Option is exercised and
the shares are issued to the person exercising such Option.

11




     (2) Upon exercise of an Option at a time when there is no
registration statement in effect under the Securities Act relating to the shares
issuable upon exercise, shares may be issued to the Recipient only if the
Recipient represents and warrants in writing to the Corporation that the shares
purchased are being acquired for investment and not with a view to the
distribution thereof and provides the Corporation with sufficient information to
establish an exemption from the registration requirements of the Securities
Act.

     (3) No shares shall be issued upon the exercise of an Option
unless and until there shall have been compliance with any then applicable
requirements of the Securities and Exchange Commission, or any other regulatory
agencies having jurisdiction over the Corporation.

     (4) No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distribution or
other rights for which the record date is prior to the date such stock
certificate is issued, except as provided in Section 6(i) hereof. 

     (k) Other Provisions. Option agreements evidencing Options
granted under the Plan shall contain such other provisions, including, without
limitation, (i) the imposition of restrictions upon the exercise of an Option,
and (ii) in the case of an Incentive Stock Option, the inclusion of any
condition not consistent with such Option qualifying as an Incentive Stock
Option, as the Committee shall deem advisable. 

     7. Agreement by Recipient Regarding Withholding Taxes. Each Recipient agrees that the
Corporation, to the extent permitted or required by law, shall deduct a
sufficient number of shares due to the Recipient upon exercise of the Option to
allow the Corporation to pay federal, state and local taxes of any kind required
by law to be withheld upon the exercise of such option from any payment of any
kind otherwise due to the Recipient. The Corporation shall not be obligated to
advise any Recipient of the existence of any tax or the amount which the
Corporation will be so required to withhold. 

     8.
Term of Plan. Options may be granted under this Plan from time to time within a period
of ten years from the date this Plan was last amended by the Board and the
shareholders of the Company, pursuant to IRS regulations.

12




     9.
Amendment and Termination of the
Plan. The Committee at any time and from time
to time may suspend, terminate, modify or amend this Plan. Except as provided in
Section 6 hereof, no suspension, termination, modification or amendment of the
Plan may adversely affect any option previously granted, unless the written
consent of the Recipient is obtained. 

     10.
Assumption.
Subject to Section 6, the terms and conditions of any outstanding Options
granted under this Plan shall be assumed by, be binding upon and shall inure to
the benefit of any successor corporation to the Corporation and continue to be
governed by, to the extent applicable, the terms and conditions of this Plan.
Such successor corporation may but shall not be obligated to assume this Plan.


     11.
Termination of Right of Action.
Every right of action arising out of or in
connection with this Plan by or on behalf of the Corporation, or by any
shareholder of the Corporation against any past, present or future member of the
Board, or against any employee, or by an employee (past, present or future)
against the Corporation, irrespective of the place where an action may be
brought and of the place of residence of any such shareholder, director or
employee, will cease and be barred by the expiration of three years from the
date of the act or omission in respect of which such right of action is alleged
to have risen or such shorter period as may be provided by law. 

     12.
Tax Litigation. The Corporation shall have the right, but not the obligation, to contest,
at its expense, any tax ruling or decision, administrative or judicial, on any
issue which is related to this Plan and which the Committee believes to be
important to holders of Options granted under this Plan and to conduct any such
contest or any litigation arising therefrom to a final decision. 

     13.
Adoption. This Plan was originally approved by the Board of Directors of the
Corporation on September 20, 1993 and approved by the Corporation’s shareholders
on March 15, 1994. This Plan was subsequently amended to increase the number of
shares available for grant, with the Board approving an increase in the
available shares to 750,000 on December 4, 1998 (and shareholder approval of
the increase on February 26, 1999). This Plan was restated effective May
15, 2003 to incorporate various clarifying changes, which changes neither
increased the number of shares available nor expanded the category of individuals
that may be Recipients. This Plan was again amended to increase the number of
shares available for grant, with the Board approving an increase
in the available shares to 870,000 on December 5, 2007
(and shareholder approval of the increase on February 27, 2008).
(All applicable share counts have been restated for the 1 for 6
stock split approved by shareholders on March 2, 2006.)

13